OPPENHEIMER CAPITAL INCOME FUND
                  Supplement dated September 22, 1999 to the
                       Prospectus dated December 22, 1998

The Prospectus is changed as follows:

1. The supplement dated June 1, 1999 is replaced by this supplement.

2. On April 1, 1999, the name of the Fund was changed from  "Oppenheimer  Equity
Income Fund" to "Oppenheimer Capital Income Fund."

3. A new first sentence is added to the first paragraph of the section  entitled
"What Does the Fund Invest In?" on page 3 as follows:

      Under normal market  conditions,  the Fund invests 65% of its total assets
      in equity  and  fixed-income  securities  that are  expected  to  generate
      income.

4. The first  sentence of the first  paragraph of the section  entitled  "Equity
Investments" on page 9 is deleted,  and the second sentence of that paragraph is
revised to read as follows:

      The Fund's  investments in equity  securities are mainly common stocks but
      can also include  preferred stocks and securities  convertible into common
      stocks.

5. The second  sentence of the first  paragraph  of the section  entitled  "Debt
Securities" on page 10 is deleted.

6. The  paragraph  entitled  "Portfolio  Managers" on page 13 is replaced in its
entirety with the following:

      Portfolio Managers.  The portfolio managers of the Fund are John Doney and
      Michael  Levine.  They are the  persons  principally  responsible  for the
      day-to-day  management of the Fund's portfolio.  Mr. Doney has been a Vice
      President  and portfolio  manager of the Fund and a Vice  President of the
      Manager  since June 22,  1992.  Mr.  Levine  became a Vice  President  and
      portfolio  manager  of the  Fund  on  June 1,  1999  and  has  been a Vice
      President of the Manager since April 1996. Prior to joining the Manager in
      June 1994, Mr. Levine was a portfolio  manager and research  associate for
      Amas  Securities,  Inc.  Each is a portfolio  manager and officer of other
      Oppenheimer funds.

7. The second sentence of the section entitled "Service Plan for Class A Shares"
on page 21 is revised as follows:
                                                                     (continued)
      Reimbursement  is made  quarterly  at an annual rate of up to 0.25% of the
      average annual net assets of Class A shares of the Fund.

2. The third sentence of the section entitled  "Service Plan for Class A Shares"
on page 21 is deleted.


September 22, 1999                                            PS0300.016